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FormFactor 8-K 2012

Documents found in this filing:

  1. 8-K
  2. 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 


 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the S
ecurities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  April 18, 2012

 

FORMFACTOR, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-50307

 

13-3711155

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

7005 Southfront Road

Livermore, CA

 

94551

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (925) 290-4000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

FormFactor, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on April 18, 2012 at its corporate headquarters at 7005 Southfront Road, Livermore, California 94551. At the meeting, the Company’s stockholders voted on the following five proposals and cast their votes as follows:

 

Proposal 1: Election of two Class III directors to the Company’s Board of Directors, each to serve until his successor has been elected and qualified or until his earlier death, resignation or removal. The director nominees were:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Richard Delateur

 

24,498,011

 

11,992,082

 

7,154,261

 

 

 

 

 

 

 

 

 

Edward Rogas, Jr.

 

34,871,616

 

1,618,477

 

7,154,261

 

 

Each director nominee was elected a director of the Company.

 

Proposal 2:  Non-binding advisory vote to approve executive compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

30,358,484

 

5,308,130

 

823,479

 

7,154,261

 

 

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.

 

Proposal 3: Approval of the amendment and restatement of the Company’s Equity Incentive Plan:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

28,324,539

 

7,516,993

 

648,561

 

7,154,261

 

 

This proposal was approved.

 

Proposal 4: Approval of the amendment and restatement of the Company’s Employee Stock Purchase Plan:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

34,986,892

 

852,745

 

650,456

 

7,154,261

 

 

This proposal was approved.

 

Proposal 5: Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2012:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

42,559,586

 

1,058,557

 

26,211

 

0

 

 

This proposal was approved.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

FORMFACTOR, INC.

 

 

 

 

 

 

 

 

Date:

April 24, 2012

 

By:

/s/ Stuart L. Merkadeau

 

 

 

 

Name:

Stuart L. Merkadeau

 

 

 

 

Title:

Senior Vice President,
General Counsel and Secretary

 

3


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